**EXHIBIT 10.2**

**BIOLARGO, INC.**

**2007 EQUITY INCENTIVE PLAN**

**1. Purpose, History and Effective Date.**

(a) *Purpose*. The BioLargo, Inc. 2007 Equity Incentive Plan has two complementary purposes: (i) to attract and retain outstanding individuals to serve as officers, employees, directors or consultantsand (ii) to increase stockholder value. The Plan will provide participants incentives to increase stockholder value by offering the opportunity to acquire shares of the Company’s common stock or receive monetary payments based on the valueof such common stock on the potentially favorable terms that this Plan provides. 

(b) *History*. Prior to theeffective date of this Plan, the Company had in effect the 2004 Plan, which was originally effective March 10, 2004. Upon stockholder approval of this Plan, no new awards will be granted under the 2004 Plan. 

(c) *Effective Date*. This Plan will become effective, and Awards may be granted under this Plan, on and after the EffectiveDate. This Plan will terminate as provided in Section 11. 

**2. Definitions.** Capitalized terms used in this Plan have thefollowing meanings:

(a) “2004 Plan” means NuWay Medical, Inc. 2004 Equity Incentive Plan. 

(b) “Affiliate” has the meaning ascribed to such term in Rule 12b-2 promulgated under the Exchange Act or any successorrule or regulation thereto. 

(c) “Award” means a grant of Options, Stock Appreciation Rights, PerformanceShares, Performance Units, Restricted Stock, or Restricted Stock Units. 

(d) “Award Agreement” means awritten agreement, contract, or other instrument or document evidencing the grant of an Award in such form as the Committee determines. 

(e) “Board” means the Board of Directors of the Company. 

(f) “Change of Control” means the occurrence of any one of the following events: 

(i) theconsummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if more than fifty percent (50%) of the combined voting power of the continuing or surviving entity’s securitiesoutstanding immediately after such merger, consolidation or other reorganization is owned by Persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization; 

(ii) the sale, transfer or other disposition of all or substantially all of the Company’s assets; 

(iii) a change in the composition of the Board, as a result of which fewer than fifty percent (50%) of the incumbent directorsare directors who either (A) had been directors of the Company on the date twenty-four (24) months prior to the date of the event that may constitute a Change of Control (the “original directors”) or (B) were elected, ornominated for election, to the Board with the affirmative votes of at least a majority of the aggregate of the original directors who were still in office at the time of the election or nomination and the directors whose election or nomination waspreviously so approved; or 

(iv) any transaction as a result of which any Person is the “beneficial owner”(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing at least fifty percent (50%) of the total voting power represented by the Company’s then outstanding votingsecurities. For purposes of this paragraph (iv), the term “Person” shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a Subsidiary and 

 

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(B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the commonstock of the Company. 

A transaction shall not constitute a Change of Control if its sole purpose is to change the state of theCompany’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. The consummation of the proposedtransactions with IOWC Technologies, Inc. shall not constitute a Change of Control. 

(g) “Code” means theInternal Revenue Code of 1986, as amended. Any reference to a specific provision of the Code includes any successor provision and the regulations promulgated under such provision. 

(h) “Committee” means the Compensation Committee of the Board (or a successor committee with the same or similarauthority). 

(i) “Company” means BioLargo, Inc., a Delaware corporation, or any successor thereto.

(j) “Director” means a member of the Board, and “Non-Employee Director” means a Director who isnot also an employee of the Company or its Subsidiaries. 

(k) “Disability” has the meaning ascribed to theterm in Code Section 22(e)(3), as determined by the Committee. 

(l) “Disinterested Persons” means thenon-employee directors of the Company within the meaning of Rule 16b-3 as promulgated under the Exchange Act. 

(m) “Effective Date” means the date the Company’s stockholders approve this Plan. 

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended. Any reference to a specific provision of the Exchange Act includes any successor provision and the regulations and rules promulgated under suchprovision. 

(o) “Fair Market Value” means, per Share on a particular date, (i) if the Stock is listedfor trading on the New York Stock Exchange, the last reported sales price on the date in question as reported in The Wall Street Journal, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale onsuch exchange; or (ii) if the Stock is not listed or admitted to trading on the New York Stock Exchange, the last reported sales price on the date in question on the principal national securities exchange on which the Stock is listed oradmitted to trading, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale on such exchange; or (iii) if the Stock is not listed or admitted to trading on any national securities exchange,the last reported sales price on the date in question in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System (“NASDAQ”) or such other system then in use, or if nosales of Stock occur on the date in question, on the last preceding date on which there was a sale; or (iv) if on any such date the Stock is not quoted by any such organization, the last sales price on the date in question as furnished by aprofessional market making a market in the Stock selected by the Board for the date in question, or if no sales of Stock occur on the date in question, on the last preceding date on which there was a sale; or (v) if on any such date no marketmaker is making a market in the Stock, the price as determined in good faith by the Committee; provided, however, that if the Fair Market Value as determined in accordance with the foregoing shall be different from such value as determined byStatement of Financial Accounting Standards No. 123R (or any successor or amended Statement adopted by the Financial Accounting Standards Board or its successor), then the Fair Market Value shall be determined according to the latter method.

(p) “Incentive Stock Option” means an Option that meets the requirements of Code Section 422.

(q) “Option” means the right to purchase Shares at a specified price during a specified period of time.

(r) “Participant” means an individual selected by the Committee to receive an Award, and includes anyindividual who holds an Award after the death of the original recipient. 

 

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(s) “Performance Goals” means any goals the Committee establishes thatrelate to one or more of the following for such period as the Committee specifies: 

(i) Revenue; 

(ii) Earnings before interest, taxes, depreciation and amortization, as adjusted (EBITDA as adjusted); 

(iii) Income before income taxes and minority interests; 

(iv) Operating income; 

(v) Pre- or after-tax income; 

(vi) Average accounts receivable; 

(vii) Cash flow; 

(viii) Cash flow per share; 

(ix) Net earnings; 

(x) Basic or diluted earnings per share; 

(xi) Return on equity; 

(xii) Return on assets; 

(xiii) Return on capital; 

(xiv) Growth in assets; 

(xv) Economic value added; 

(xvi) Share price performance; 

(xvii) Total stockholder return; 

(xviii) Improvement or attainment of expense levels; 

(xix) Market share or marketpenetration; 

(xx) Business expansion, and/or acquisitions or divestitures. 

The Committee may specify at the time an Award is made that the Performance Goals are to be measured for an individual, the Company, for the Company on aconsolidated basis, for any one or more Affiliates or divisions of the Company and/or for any other business unit or units of the Company, and/or that the Performance Goals are to be measured either in absolute terms or relative to the performanceof one or more comparable companies or an index covering multiple companies. In the case of Awards that the Committee determines will not be considered “performance-based compensation” under Code Section 162(m), the Committee mayestablish other Performance Goals not listed in this Plan. 

(t) “Performance Shares” means the right toreceive Shares to the extent Performance Goals are achieved. 

(u) “Performance Units” means the right toreceive a payment, based on a number of units with a specified value, to the extent Performance Goals are achieved. 

(v) “Person” has the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 14(d) and 15(d) thereof. 

(w) “Plan” means this BioLargo, Inc. 2007 Equity Incentive Plan, as may be further amended from time to time. 

(x) “Restricted Stock” means Shares that are subject to a risk of forfeiture and/or restrictions on transfer, which maylapse upon the achievement or partial achievement of Performance Goals and/or upon the completion of a period of service. 

 

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(y) “Restricted Stock Unit” means the right to receive a payment whichright may vest upon the achievement or partial achievement of Performance Goals and/or upon the completion of a period of service, with each unit having a value equal to the Fair Market Value of one or more Shares, or the average of the Fair MarketValue of one or more Shares over such period as the Committee specifies. 

(z) “Retirement” means, unless theCommittee determines otherwise in an Award Agreement, termination of employment from the Company and its Affiliates on or after age 65 with five (5) years of continuous service with the Company and its Affiliates. 

(aa) “Rule 16b-3” means Rule 16b-3 as promulgated by the United States Securities and Exchange Commission under theExchange Act. 

(bb) “Section 16 Participants” means Participants who are subject to the provisions ofSection 16 of the Exchange Act. 

(cc) “Share” means a share of Stock. 

(dd) “Stock” means the common stock of the Company. 

(ee) “Stock Appreciation Right” or “SAR” means the right to receive a payment equal to the appreciation of theFair Market Value of a Share during a specified period of time. 

(ff) “Subsidiary” means any corporation(other than the Company) in an unbroken chain of corporations beginning with the Company if each such corporation owns stock possessing fifty percent (50%) or more of the total combined voting power in one of the other corporations in thechain. 

**3. Administration.**

(a) *Committee Administration*. In addition to the authority specifically granted to the Committee in this Plan, the Committee has full discretionary authority to administer this Plan, including but notlimited to the authority to (i) interpret the provisions of this Plan, (ii) prescribe, amend and rescind rules and regulations relating to this Plan, (iii) correct any defect, supply any omission, or reconcile any inconsistency in thePlan, any Award or Award Agreement in the manner and to the extent it deems desirable to carry this Plan, such Award or such Award Agreement into effect and (iv) make all other determinations necessary or advisable for the administration ofthis Plan. All decisions, interpretations and other actions of the Committee shall be final and binding on all Participants and any other individual with a right under the Plan or under any Award. 

(b) *Delegation to Other Committees*. To the extent applicable law permits, the Board may delegate to another committee of theBoard any or all of the authority and responsibility of the Committee. However, no such delegation is permitted with respect to Awards made to Section 16 Participants at the time any such delegated authority or responsibility is exercised. TheBoard also may delegate to another committee of the Board consisting entirely of Non-Employee Directors any or all of the authority and responsibility of the Committee with respect to individuals who are Section 16 Participants. If the Board orCommittee has made such a delegation, then all references to the Committee in this Plan include such other committee to the extent of such delegation. 

(c) *Indemnification*. In addition to such other rights of indemnification as they may have as members of the Board or the Committee, the members of the Board and the Committee shall be indemnified by theCompany against all costs and expenses reasonably incurred by them in connection with any action, suit or proceeding to which they or any of them may be party by reason of any action taken or failure to act under or in connection with the Plan orany Award, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding,except a judgment based upon a finding of bad faith; provided that upon the institution of any such action, suit or proceeding a Committee or Board member shall, in writing, give the Company notice thereof and an opportunity, at its own expense, tohandle and defend the same before such Committee or Board member undertakes to handle and defend it on such member’s own behalf. 

 

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**4. Eligibility.** The Committee may designate any of the following as a Participant from timeto time: any officer or other employee of the Company or any of its Affiliates, an individual that the Company or an Affiliate has engaged to become an officer or other employee, a Non-Employee Director, or a consultant or advisor who provides bonafide services to the Company or an Affiliate as an independent contractor. The Committee’s designation of a Participant in any year will not require the Committee to designate such person to receive an Award in any other year. Notwithstandingthe foregoing, a Non-Employee Director automatically will be a Participant with respect to the automatic grants described in Section 7(b) to the extent that such grants are made under Section 7(b).

**5. Types of Awards.** Subject to the terms of this Plan, the Committee may grant any type of Award to any Participant it selects, but onlyemployees of the Company or a Subsidiary may receive grants of Incentive Stock Options. Awards may be granted alone or in addition to, in tandem with, or in substitution for any other Award (or any other award granted under another plan of theCompany or any Affiliate). Awards granted under the Plan shall be evidenced by an Award Agreement except to the extent the Committee provides otherwise.

**6. Shares Reserved under this Plan.**

(a) Plan Reserve. Subject toadjustment as provided in Section 16, an aggregate of 6,000,000 Shares are reserved for issuance under this Plan. The number of Shares reserved for issuance under this Plan shall be reduced only by the number of Shares delivered in payment orsettlement of Awards. Notwithstanding the foregoing, the Company may issue only 6,000,000 Shares upon the exercise of Incentive Stock Options. 

(b) Replenishment of Shares Under this Plan. If an Award lapses, expires, terminates or is cancelled without the issuance of Shares under the Award, or if Shares are forfeited under an Award, then the Sharessubject to such Award may again be used for new Awards under this Plan under Section 6(a), including issuance as Incentive Stock Options. If Shares are issued under any Award and the Company subsequently reacquires them pursuant to rightsreserved upon the issuance of the Shares, or if previously owned Shares are delivered to the Company in payment of the exercise price of an Award or the withholding taxes due as a result of the issuance or receipt of a payment or Shares under anAward, then such Shares may again be used for new Awards under this Plan under Section 6(a), but such Shares may not be issued pursuant to Incentive Stock Options. 

(c) Participant Limitations. Subject to adjustment as provided in Section 13, with respect to Awards that are intended toqualify as “performance-based compensation” under Code Section 162(m), no Participant may be granted Awards that could result in such Participant: 

(i) receiving in any calendar year Options for, and/or Stock Appreciation Rights with respect to, more than 200,000 Shares except thatOptions and/or Stock Appreciation Rights granted to a new employee in the calendar year in which his or her employment commences may not relate to more than 400,000 Shares; 

(ii) receiving in any calendar year Awards of Restricted Stock and/or Restricted Stock Units relating to more than 200,000 Shares;

(iii) receiving in any calendar year Awards of Performance Shares, and/or Awards of Performance Units (the value of whichis based on the Fair Market Value of a Share), for more than 200,000 Shares; or 

(iv) receiving in any calendar year Awardsof Performance Units (the value of which is not based on the Fair Market Value of a Share) that could result in a payment of more than $500,000. 

With respect to Awards that are not intended to meet the requirements of performance-based compensation under Code Section 162(m), the Committee may grant Awards in excess of the limits described in this subsection (c), but only ifsuch discretion would not cause Awards that are intended to be performance-based compensation under Code Section 162(m) from being treated as such. 

 

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**7. Options.**

(a) *Discretionary Grants.* Except as provided in subsection (b) and subject to the terms of this Plan, the Committee willdetermine all terms and conditions of each Option, including but not limited to: 

(i) Whether the Option is an IncentiveStock Option, or a “nonqualified stock option” which does not meet the requirements of Code Section 422; provided that in the case of an Incentive Stock Option, if the aggregate Fair Market Value (determined at the time of grant) ofthe Shares with respect to which all Incentive Stock Options are first exercisable by the Participant during any calendar year (under this Plan and under all other incentive stock option plans of the Company or any Affiliate that is required to beincluded under Code Section 422) exceeds $100,000, such Option automatically shall be treated as a nonqualified stock option to the extent this limit is exceeded. 

(ii) The number of Shares subject to the Option. 

(iii) The exercise price per Share, which may not be less than the Fair Market Value of a Share as determined on the date of grant;provided that (i) no Incentive Stock Option shall be granted to any employee who, at the time the Option is granted, owns (directly or indirectly, within the meaning of Code Section 424(d)) more than ten percent of the total combinedvoting power of all classes of stock of the Company or of any Subsidiary unless the exercise price is at least 110 percent of the Fair Market Value of a Share on the date of grant; and (ii) the exercise price may vary during the term of theOption if the Committee determines that there should be adjustments to the exercise price relating to achievement of Performance Goals and/or to changes in an index or indices that the Committee determines is appropriate (but in no event may theexercise price per Share be less than the Fair Market Value of a Share as determined on the date of grant). 

(iv) Theterms and conditions of exercise, which may include a requirement that exercise of the Option is conditioned upon achievement of one or more Performance Goals or may provide for an acceleration of the exercisability upon the Participant’sdeath, Disability or Retirement. 

(v) The termination date, except that each Option must terminate no later than thetenth (10th) anniversary of the date of grant, and each Incentive Stock Option granted to any employee who, at the time the Option is granted, owns (directly or indirectly, within the meaning of Code Section 424(d)) more than ten percent(10%) of the total combined voting power of all classes of stock of the Company or of any Subsidiary must terminate no later than the fifth (5th) anniversary of the date of grant. Notwithstanding the foregoing, the Committee may extend theterm of an Option for up to six (6) months beyond the tenth (10th) anniversary of the date of grant in the event a Participant dies prior to the Option’s termination date. 

(vi) The exercise period following a Participant’s termination of employment or service. 

In all other respects, the terms of any Incentive Stock Option should comply with the provisions of Code Section 422 except to the extent theCommittee determines otherwise. 

(b) *Automatic Grant to Non-Employee Directors.*

(i) *Annual Grants*. Subject to the provisions of Section 7(b)(vii), upon the conclusion of each regular annual meeting ofthe Company’s stockholders held each year, beginning with the meeting held in 2006, each Non-Employee Director who is initially elected as a member of the Board at such meeting, and each Non-Employee Director who will continue serving as amember of the Board thereafter, shall receive an Option for 10,000 Shares. Such option shall be granted on the date of such meeting. 

(ii) *Initial Grants*. Each Non-Employee Director who first becomes a member of the Board after the Effective Date and on a date other than the regular annual meeting of the Company’s stockholders as described in clause(i) above, shall receive a one-time grant of an Option for such number of Shares 

 

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as is determined by multiplying 10,000 Shares by a fraction, the numerator of which is the number of months (calculated as 30 days) from the date theNon-Employee Director first joins the Board to the date of the next regularly-scheduled annual stockholders’ meeting and the denominator of which is twelve (12). Such Option shall be granted on the date when such Non-Employee Director firstjoins the Board. 

(iii) *Exercisability*. Options granted under this Section 7(b) shall become exercisable infull upon the earliest of: 

(A) the first (1st) anniversaryof the date of grant provided the Non-Employee Director is a member of the Board on such date; provided that if the Non-Employee Director resigns from the Board for any reason other than those specified in clause (B) prior to the first (1st) anniversary of the grant date, a pro-rata portion of the Option (based on the ratio that the number of months (calculated as 30 days) that have elapsedsince the grant date to the date of such resignation bears to twelve (12) shall become vested and exercisable; 

(B) the termination of such Non-Employee Director’s service because of death, Disability, or retirement at or after age 65; or 

(C) a Change of Control as specified in Section 13(c). 

(iv) *ExercisePrice*. The Exercise Price for each Option granted under this Section 7(b) shall be equal to the Fair Market Value of a Share on the date of grant. The exercise price may be paid in cash, by tendering previously acquired Shares (that havebeen held for at least six months or acquired on the open market if so required to avoid an accounting expense to the Company), or by delivery (including by fax) to the Company or its designated agent of an executed irrevocable option exercise formtogether with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the Company to pay for the exercise price. 

(v) *Term*. All Options granted under this Section 7(b) shall terminate on the earlier of: 

(A) the tenth (10th) anniversary of the date of grant; or 

(B) the date that is ninety (90) days after the termination of such Non-Employee Director’s service for any reason.

(vi) *Adjustment*. Options granted under this Section 7(b) shall be subject to adjustment as provided inSection 14. 

(vii) Discretionary Grants to Non-Employee Directors. Notwithstanding the foregoing, the Committee orthe Board may determine that the Non-employee Directors shall receive discretionary grants of Options in accordance with Section 7(a) above in lieu of the automatic annual grants set forth in Section 7(b)(i) with respect to any given year.In such case, no automatic grants of Options shall be made under Section 7(b)(i) for such year and all grants of Options, if any, for such year, shall be made in accordance with Section 7(a), except that the Board shall determine all ofthe terms and conditions of such annual Option grant, if any, rather than the Committee. 

**8. Stock Appreciation Rights.** Subjectto the terms of this Plan, the Committee will determine all terms and conditions of each SAR, including but not limited to:

(a) Whether the SAR is granted independently of an Option or relates to an Option; provided that if an SAR is granted in relation to an Option, then unless otherwise determined by the Committee, the SAR shall be exercisable or shallmature at the same time or times, on the same conditions and to the extent and in the proportion, that the related Option is exercisable and may be exercised or mature for all or part of the Shares subject to the related Option. Upon exercise of anynumber of SARs, the number of Shares subject to the related Option shall be reduced accordingly and such Option may not be exercised with respect to that number of Shares. The exercise of any number of Options that relate to an SAR shall likewiseresult in an equivalent reduction in the number of Shares covered by the related SAR. 

 

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(b) The number of Shares to which the SAR relates. 

(c) The grant price, provided that the grant price shall not be less than the Fair Market Value of the Shares subject to the SAR asdetermined on the date of grant. 

(d) The terms and conditions of exercise or maturity, which may include a provisionthat accelerates the exercisability of the SAR upon the Participant’s death, Disability or Retirement. Notwithstanding the foregoing, unless the Committee determines otherwise in the Award Agreement, if on the date when the SAR expires orotherwise terminates, the grant price for the SAR is less than the Fair Market Value of a Share, then the unexercised portion of the SAR that was exercisable immediately prior to such date shall automatically be deemed exercised. 

(e) The term, provided that an SAR must terminate no later than 10 years afterthe date of grant. Notwithstanding the foregoing, the Committee may extend the term of an SAR for up to six (6) months beyond the tenth (10th) anniversary of the date of grant in the event a Participant dies prior to the SAR’s termination date. 

(f) Whether the SAR will be settled in cash, Shares or a combination thereof. 

**9. Performance Awards.** Subject tothe terms of this Plan, the Committee will determine all terms and conditions of each award of Performance Shares or Performance Units, including but not limited to: 

(g) The number of Shares and/or units to which such Award relates, and with respect to Performance Units, whether the value of eachunit will be based on the Fair Market Value of one or more Shares, the average of the Fair Market Value of one or more Shares over such period as the Committee specifies, or such other value as the Committee specifies in the Award Agreement.

(h) One or more Performance Goals that must be achieved during such period as the Committee specifies in order for theParticipant to realize the benefit of such Award. 

(i) Whether all or a portion of the Performance Goals subject to anAward are deemed achieved upon a Participant’s death, Disability or Retirement. 

(j) With respect to PerformanceUnits, whether to settle such Award in cash, Shares, or a combination of cash and Shares. 

**10. Restricted Stock and RestrictedStock Unit Awards.** Subject to the terms of this Plan, the Committee will determine all terms and conditions of each award of Restricted Stock or Restricted Stock Units, including but not limited to: 

(a) The number of Shares and/or units to which such Award relates. 

(b) The period of time over which the restrictions imposed on Restricted Stock will lapse and the vesting of Restricted Stock Unitswill occur, and whether, as a condition for the Participant to realize all or a portion of the benefit provided under the Award, one or more Performance Goals must be achieved during such period as the Committee specifies; provided that, subject tothe provisions of Section 10(c), an Award that is subject to the achievement of Performance Goals must have a restriction or vesting period of at least one year, and an Award that is not subject to Performance Goals must have a restriction orvesting period of at least three years. Notwithstanding the foregoing, if the Committee determines in its sole discretion that an Award of Restricted Stock or Restricted Stock Units is granted to a Participant in lieu of cash compensation (includingwithout limitation bonus cash compensation), the Committee may impose such restriction or vesting period on such Award as it determines. 

(c) Whether all or any portion of the restrictions or vesting schedule imposed on the Award will lapse or be accelerated upon a Participant’s death, Disability or Retirement. 

(d) With respect to Restricted Stock Units, whether to settle such Awards in cash, Shares, or a combination of cash and Shares.

 

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(e) With respect to Restricted Stock, the manner of registration of certificates forsuch Shares, and whether to hold such Shares in escrow pending lapse of the restrictions or to issue such Shares with an appropriate legend referring to such restrictions. 

(f) Whether dividends paid with respect to an Award of Restricted Stock will be immediately paid or held in escrow or otherwisedeferred and whether such dividends shall be subject to the same terms and conditions as the Award to which they relate. 

**11. Transferability.** Awards are not transferable other than by will or the laws of descent and distribution, unless and to the extent the Committee allows a Participant to: (a) designate in writing a beneficiary to exercisethe Award after the Participant’s death; or (b) transfer an Award. 

**12. Termination and Amendment of Plan; Amendment,Modification or Cancellation of Awards.**

(a) *Term of Plan*. This Plan will terminate on the tenth anniversaryof the Effective Date unless the Board or Committee earlier terminates this Plan pursuant to Section 12(b). 

(b) *Termination and Amendment.* The Board or the Committee may amend, suspend or terminate this Plan at any time, subject to the following limitations: 

(i) the Board must approve any amendment, suspension or termination of this Plan to the extent the Company determines such approvalis required by: (A) action of the Board, (B) applicable corporate law, (C) the listing requirements of any principal securities exchange or market on which the Shares are then traded, or (D) any other applicable law; 

(ii) stockholders must approve any amendment of this Plan to the extent the Company determines such approval is required by:(A) Section 16 of the Exchange Act, (B) the Code, (C) the listing requirements of any principal securities exchange or market on which the Shares are then traded, or (D) any other applicable law; and 

(iii) stockholders must approve any of the following Plan amendments: (A) an amendment to materially increase any number ofShares specified in Section 6(a) or 6(c) (except as permitted by Section 14); or (B) an amendment to the provisions of Section 12(e). 

(c) *Amendment, Modification or Cancellation of Awards.* Except as provided in Section 12(e) and subject to the requirements of this Plan, the Committee may modify or amend any Award or waive anyrestrictions or conditions applicable to any Award or the exercise of the Award, and the terms and conditions applicable to any Awards may at any time be amended, modified or canceled by mutual agreement between the Committee and the Participant, solong as any amendment or modification does not increase the number of Shares issuable under this Plan (except as permitted by Section 14), but the Committee need not obtain Participant (or other interested party) consent for the cancellation ofan Award pursuant to the provisions of Section 14(a) or the modification of an Award to the extent deemed necessary to comply with any applicable law or the listing requirements of any principal securities exchange or market on which the Sharesare then traded, or to preserve favorable accounting treatment of any Award for the Company. 

(d) *Survival ofAuthority and Awards.* Notwithstanding the foregoing, the authority of the Board and the Committee under this Section 12 will extend beyond the date of this Plan’s termination. In addition, termination of this Plan will not affect therights of Participants with respect to Awards previously granted to them, and all unexpired Awards will continue in force and effect after termination of this Plan except as they may lapse or be terminated by their own terms and conditions.

(e) *Repricing Prohibited.* Notwithstanding anything in this Plan to the contrary, and except for the adjustmentsprovided in Section 14, neither the Committee nor any other person may decrease the exercise price for any outstanding Option after the date of grant nor cancel or allow a Participant to surrender an outstanding Option to the Company asconsideration for the grant of a new Option with a lower exercise 

 

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price or the grant of another type of Award the effect of which is to reduce the exercise price of any outstanding Option. 

(f) *Foreign Participation.* To assure the viability of Awards granted to Participants employed in foreign countries, theCommittee may provide for such special terms as it may consider necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover, the Committee may approve such supplements to, or amendments, restatements oralternative versions of, this Plan as it determines is necessary or appropriate for such purposes. Any such amendment, restatement or alternative versions that the Committee approves for purposes of using this Plan in a foreign country will notaffect the terms of this Plan for any other country. In addition, all such supplements, amendments, restatements or alternative versions must comply with the provisions of Section 12(b)(ii). 

**13. Taxes.**

(a) *Withholding Right.* The Company is entitled to withhold the amount of any tax attributable to any amount payable or Shares deliverable under this Plan after giving the person entitled to receive such amount or Shares noticeas far in advance as practicable, and the Company may defer making payment or delivery if any such tax may be pending unless and until indemnified to its satisfaction. 

(b) *Use of Shares to Satisfy Tax Withholding.* The Committee may permit a Participant to satisfy all or a portion of thefederal, state and local withholding tax obligations arising in connection with an Award by electing to (i) have the Company withhold Shares otherwise issuable under the Award, (ii) tender back Shares received in connection with such Awardor (iii) deliver other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld. However, the amount to be withheld may not exceed the total minimum federal, state and local tax withholding obligationsassociated with the transaction to the extent required to avoid an expense on the Company’s financial statements. The election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as theCommittee requires. 

**14. Adjustment Provisions; Change of Control.**

(a) *Adjustment of Shares.* If the Committee determines that any dividend or other distribution (whether in the form of cash, Shares,other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance ofwarrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that the Committee determines an adjustment to be appropriate to prevent dilution or enlargementof the benefits or potential benefits intended to be made available under this Plan, then, subject to Participants’ rights under Section 14(c), the Committee may, in such manner as it may deem equitable, adjust any or all of (i) thenumber and type of Shares subject to this Plan (including the number and type of Shares described in Sections 6(a) and 6(c)), and which may after the event be made the subject of Awards under this Plan, (ii) the number and type of Sharessubject to outstanding Awards, and (iii) the grant, purchase, or exercise price with respect to any Award. In any such case, the Committee may also (or in lieu of the foregoing) make provision for a cash payment to the holder of an outstandingAward in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of an Award) in an amount determined by the Committee effective at such time as the Committee specifies (which may be the time suchtransaction or event is effective), but if such transaction or event constitutes a Change of Control, then (A) such payment shall be at least as favorable to the holder as the amount the holder could have received in respect of such Award underSection 14(c) and (B) from and after the Change of Control, the Committee may make such a provision only if the Committee determines that doing so is necessary to substitute, for each Share then subject to an Award, the number and kind ofshares of stock, other securities, cash or other property to which holders of Stock are or will be entitled in respect of each Share pursuant to the transaction or event in accordance with the last sentence of this subsection (a). However, in eachcase, with respect to Awards of Incentive Stock Options, no such adjustment may be authorized to the extent that such authority would 

 

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cause this Plan to violate Code Section 422(b). Further, the number of Shares subject to any Award payable or denominated in Shares must always be awhole number. Without limitation, subject to Participants’ rights under Section 14(c), in the event of any reorganization, merger, consolidation, combination or other similar corporate transaction or event, whether or not constituting aChange of Control (other than any such transaction in which the Company is the continuing corporation and in which the outstanding Stock is not being converted into or exchanged for different securities, cash or other property, or any combinationthereof), the Committee may substitute, on an equitable basis as the Committee determines, for each Share then subject to an Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Stock are orwill be entitled in respect of each Share pursuant to the transaction. 

(b) *Issuance or Assumption.*Notwithstanding any other provision of this Plan, and without affecting the number of Shares otherwise reserved or available under this Plan, in connection with any merger, consolidation, acquisition of property or stock, or reorganization, theCommittee may authorize the issuance or assumption of awards under this Plan upon such terms and conditions as it may deem appropriate. 

(c) *Change of Control.*

(i) The Committee may specify, either in an AwardAgreement or at the time of a Change of Control, whether an outstanding Award shall become vested and/or payable, in whole or in part, as a result of a Change of Control. 

(ii) If, in connection with the Change of Control, the Options and SARs issued under the Plan are not assumed, or if substituteOptions and SARs are not issued, or if the assumed or substituted awards fail to contain similar terms and conditions as the Award prior to the Change of Control or fail to preserve, to the extent applicable, the benefit to be provided to theParticipant as of the date of the Change of Control, including but not limited to the right of the Participant to receive shares upon exercise of the Option or SAR that are registered for sale to the public pursuant to an effective registrationstatement filed with the U.S. Securities and Exchange Commission, then each holder of an Option or SAR that is outstanding as of the date of the Change of Control shall have the right, exercisable by written notice to the Company (or its successorin the Change of Control transaction) within 30 days after the Change of Control (but not beyond the Option’s or SAR’s expiration date), to receive, in exchange for the surrender of the Option or SAR, an amount of cash equal to the excessof the greater of the Fair Market Value of the Shares determined on the Change of Control date or the Fair Market Value of the Shares on the date of surrender covered by the Option or SAR (to the extent vested and not yet exercised) that is sosurrendered over the purchase or grant price of such Shares under the Award. If the Committee so determines prior to the Change of Control, any such Option or SAR that is not exercised or surrendered prior to the end of such 30-day period will becancelled. 

(iii) If, in connection with the Change of Control, the Shares issued to a Participant as a result of theaccelerated vesting or payment of a Restricted Stock Award, Performance Share Award, Restricted Stock Unit Award or Performance Unit Award under this subsection (c) are not registered for sale to the public pursuant to an effective registrationstatement filed with the U.S. Securities and Exchange Commission, then each holder of such Shares shall have the right, exercisable by written notice to the Company (or its successor in the Change of Control transaction) within 30 days after theChange of Control, to receive, in exchange for the surrender of such Shares an amount of cash equal to the greater of the Fair Market Value of a Share on the Change of Control date or the Fair Market Value of such Share on the date of surrender.

The provisions of Sections 14(c)(ii) and (iii) shall govern the treatment of awards made under the 2004 Plan in the event of a Changeof Control, and the 2004 Plan is deemed amended accordingly. 

(d) *Parachute Payment Limitation.*

(iv) *Scope of Limitation*. This Section 14(d) shall apply to an Award only if: 

(C) the independent auditors most recently selected by the Board (the “Auditors”) determine that the after-tax value ofsuch Award to the Participant, taking into account the effect of all federal, state and local 

 

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income taxes, employment taxes and excise taxes applicable to the Participant (including the excise tax under Code Section 4999), will be greater afterthe application of this Section 16(d) than it was before the application of this Section 14(d); or 

(D) theCommittee, at the time of making an Award under the Plan or at any time thereafter, specifies in writing that such Award shall be subject to this Section 14(d) (regardless of the after-tax value of such Award to the Participant). 

If this Section 14(d) applies to an Award, it shall supersede any contrary provision of the Plan or of any Award granted under the Plan. 

(v) *Basic Rule*. Except as may be set forth in a written agreement by and between the Company and the holder of an Award, inthe event that the Auditors determine that any payment or transfer by the Company under the Plan to or for the benefit of a Participant (a “Payment”) would be nondeductible by the Company for federal income tax purposes because of theprovisions concerning “excess parachute payments” in Code Section 280G, then the aggregate present value of all Payments shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Section 14(d), the“Reduced Amount” shall be the amount, expressed as a present value, which maximizes the aggregate present value of the Payments without causing any Payment to be nondeductible by the Company because of Code Section 280G. 

(vi) *Reduction of Payments.* If the Auditors determine that any Payment would be nondeductible by the Company because ofCode Section 280G, then the Company shall promptly give the Participant notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Participant may then elect, in his or her sole discretion, which andhow much of the Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Payments equals the Reduced Amount) and shall advise the Company in writing of his or her election within ten (10) daysof receipt of notice. If no such election is made by the Participant within such ten (10) day period, then the Company may elect which and how much of the Payments shall be eliminated or reduced (as long as after such election the aggregatepresent value of the Payments equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this Section 14(d), present value shall be determined in accordance with Code Section 280G(d)(4). Alldeterminations made by the Auditors under this Section 14(d) shall be binding upon the Company and the Participant and shall be made within sixty (60) days of the date when a Payment becomes payable or transferable. As promptly aspracticable following such determination and the elections hereunder, the Company shall pay or transfer to or for the benefit of the Participant such amounts as are then due to him or her under the Plan and shall promptly pay or transfer to or forthe benefit of the Participant in the future such amounts as become due to him or her under the Plan. 

(vii) *Overpayments and Underpayments*. As a result of uncertainty in the application of Code Section 280G at the time of an initial determination by the Auditors hereunder, it is possible that Payments will have been made bythe Company that should not have been made (an “Overpayment”) or that additional Payments that will not have been made by the Company could have been made (an “Underpayment”), consistent in each case with the calculation of theReduced Amount hereunder. In the event that the Auditors, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant that the Auditors believe has a high probability of success, determine that anOverpayment has been made, such Overpayment shall be treated for all purposes as a loan to the Participant which he or she shall repay to the Company, together with interest at the applicable federal rate provided in Code Section 7872(f)(2);provided, however, that no amount shall be payable by the Participant to the Company if and to the extent that such payment would not reduce the amount subject to taxation under Code Section 4999. In the event that the Auditors determine thatan Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Participant, together with interest at the applicable federal rate provided in Code Section 7872(f)(2).

 

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(viii) *Related Corporations*. For purposes of this Section 14(d), theterm “Company” shall include affiliated corporations to the extent determined by the Auditors in accordance with Code Section 280G(d)(5). 

**15. Miscellaneous.**

(a) *Other Terms and Conditions.* The grant of anyAward may also be subject to other provisions (whether or not applicable to the Award granted to any other Participant) as the Committee determines appropriate, including, without limitation, provisions for: 

(i) one or more means to enable Participants to defer the delivery of Shares or recognition of taxable income relating to Awards orcash payments derived from the Awards on such terms and conditions as the Committee determines, including, by way of example, the form and manner of the deferral election, the treatment of dividends paid on the Shares during the deferral period or ameans for providing a return to a Participant on amounts deferred, and the permitted distribution dates or events (provided that if Shares would have otherwise been issued under an Award but for the deferral described in this paragraph, then suchShares shall be treated as if they were issued for purposes of Sections 6(a)); 

(ii) the payment of the purchase priceof Options by delivery of cash or other Shares or other securities of the Company (including by attestation) having a then Fair Market Value equal to the purchase price of such Shares, or by delivery (including by fax) to the Company or itsdesignated agent of an executed irrevocable option exercise form together with irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the Shares and deliver the sale or margin loan proceeds directly to the Company topay for the exercise price; 

(iii) conditioning the grant or benefit of an Award on the Participant’s agreement tocomply with covenants not to compete, not to solicit employees and customers and not to disclose confidential information that may be effective during or after the Participant’s employment or service, and/or provisions requiring the Participantto disgorge any profit, gain or other benefit received in connection with an Award as a result of the breach of such covenant; 

(iv) the automatic grant of a new Option (the “replenishment Option”) to a Participant who pays the exercise price of an existing Option in Shares; provided that the replenishment Option shall cover only that number of Sharesthat is used to pay the exercise price and shall expire at the same time as the original Option to which it relates; 

(v) restrictions on resale or other disposition of Shares, including imposition of a retention period; and 

(vi) compliance with federal or state securities laws and stock exchange requirements. 

(b) *Employmentor Service.* The issuance of an Award shall not confer upon a Participant any right with respect to continued employment or service with the Company or any Affiliate, or the right to continue as a Director. Unless determined otherwise by theCommittee, for purposes of the Plan and all Awards, the following rules shall apply: 

(i) a Participant who transfersemployment between the Corporation and any Affiliate of the Company, or between the Company’s Affiliates, will not be considered to have terminated employment; 

(ii) a Participant who ceases to be a Non-Employee Director because he or she becomes an employee of the Company or an Affiliateshall not be considered to have ceased service as a Director with respect to any Award until such Participant’s termination of employment with the Company and its Affiliates; 

 

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(iii) a Participant who ceases to be employed by the Company or an Affiliate of theCompany and immediately thereafter becomes a Non-Employee Director, a non-employee director of any Affiliate, or a consultant to the Company or any Affiliate shall not be considered to have terminated employment until such Participant’s serviceas a director of, or consultant to, the Company and its Affiliates has ceased; and 

(iv) a Participant employed by anAffiliate of the Company will be considered to have terminated employment when such entity ceases to be an Affiliate of the Company. 

(c) *No Fractional Shares.* No fractional Shares or other securities may be issued or delivered pursuant to this Plan, and the Committee may determine whether cash, other securities or other property will be paid or transferred inlieu of any fractional Shares or other securities, or whether such fractional Shares or other securities or any rights to fractional Shares or other securities will be canceled, terminated or otherwise eliminated. 

(d) *Unfunded Plan.* This Plan is unfunded and does not create, and should not be construed to create, a trust or separate fundwith respect to this Plan’s benefits. This Plan does not establish any fiduciary relationship between the Company and any Participant or other person. To the extent any person holds any rights by virtue of an Award granted under this Plan, suchrights are no greater than the rights of the Company’s general unsecured creditors. 

(e) *Requirements of Lawand Securities Exchange.* The granting of Awards and the issuance of Shares in connection with an Award are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchangesas may be required. Notwithstanding any other provision of this Plan or any Award Agreement, the Company has no liability to deliver any Shares under this Plan or make any payment unless such delivery or payment would comply with all applicable lawsand the applicable requirements of any securities exchange or similar entity, and unless and until the Participant has taken all actions required by the Company in connection therewith. The Company may impose such restrictions on any Shares issuedunder the Plan as the Company determines necessary or desirable to comply with all applicable laws, rules and regulations or the requirements of any national securities exchanges. 

(f) *Governing Law.* This Plan, and all agreements under this Plan, will be construed in accordance with and governed by thelaws of the State of Delaware, without reference to any conflict of law principles. The parties agree that the exclusive venue for any legal action or proceeding with respect to this Plan, any Award or any Award Agreement, or for recognition andenforcement of any judgment in respect of this Plan, any Award or any Award Agreement, shall be a court sitting in the County of Los Angeles, or the Federal District Court for the Central District of California sitting in the County of Los Angeles,in the State of California, and further agree that any such action may be heard only in a “bench” trial, and any party to such action or proceeding shall agree to waive its right to assert a jury trial. 

(g) *Limitations on Actions.* Any legal action or proceeding with respect to this Plan, any Award or any Award Agreement, mustbe brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint. 

(h) *Construction.* Whenever any words are used herein in the masculine, they shall be construed as though they were used in the feminine in all cases where they would so apply; and wherever any words areused in the singular or plural, they shall be construed as though they were used in the plural or singular, as the case may be, in all cases where they would so apply. Title of sections are for general information only, and this Plan is not to beconstrued with reference to such titles. 

(i) *Severability.* If any provision of this Plan or any Award Agreementor any Award (i) is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or (ii) would disqualify this Plan, any Award Agreement or any Award under any law the Committee deemsapplicable, then such provision should be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination of the Committee, materially 

 

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altering the intent of this Plan, Award Agreement or Award, then such provision should be stricken as to such jurisdiction, person or Award, and theremainder of this Plan, such Award Agreement and such Award will remain in full force and effect. 

 

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